Terms of Service
1. Acceptance of Terms
These Terms of Service (the Terms) constitute a legally binding agreement between you (whether individually or on behalf of an entity) and Kxc Strategy Corp., a company operating under the developer name KXC Compass, with its principal place of business located at 576 Front St W, TORONTO - M5V 0P8, Canada (CA) (the Company, we, us, or our). By accessing or using the website located at https://www.kxccompass.autos (the Site), or by engaging our computer systems design, consulting, integration, or any other services (collectively, the Services), you agree to be bound by these Terms.
If you do not agree to all of the terms and conditions contained herein, you must not access the Site or use the Services. Your continued use of the Site or Services following the posting of any changes to these Terms constitutes your acceptance of those changes. We recommend that you periodically review these Terms to stay informed of updates.
These Terms apply to all visitors, users, clients, and others who access or use the Site or Services. By using the Site, you represent and warrant that you are at least eighteen years of age and have the legal capacity to enter into a binding contract.
↑ Back to top2. Definitions
For the purposes of these Terms, the following definitions apply. Company refers to Kxc Strategy Corp., its affiliates, employees, contractors, agents, and authorized representatives. Client or you refers to any individual or entity that accesses the Site or engages the Services. Services refers to all professional services offered by the Company, including but not limited to computer systems design, systems architecture consulting, cloud infrastructure services, cybersecurity assessments, data engineering, application development, IT strategy consulting, and any related deliverables, reports, designs, code, documentation, or other outputs produced in the course of providing such services.
Site refers to the website located at https://www.kxccompass.autos and all subdomains, subpages, and related digital properties owned or operated by the Company. Content includes all text, graphics, images, software, code, designs, documents, data, and other materials available on or through the Site or Services.
Intellectual Property or IP refers to all patents, copyrights, trademarks, trade secrets, know-how, design rights, database rights, and any other proprietary rights recognized under applicable law, whether registered or unregistered.
↑ Back to top3. Description of Services
The Company provides professional services in the field of Computer Systems Design and Related Services, specifically classified under the Professional, Scientific, and Technical Services sector. Our core service offerings encompass computer integrated systems design, enterprise technology architecture, cloud migration and infrastructure management, cybersecurity risk assessment and remediation, data engineering and business intelligence, custom software and application development, and strategic IT consulting for organizations across diverse industries.
The scope, deliverables, timeline, and fees for each engagement are defined in a separate Statement of Work, Service Agreement, or similar written instrument executed by both parties. In the event of any inconsistency between these Terms and a duly executed Service Agreement, the Service Agreement shall prevail with respect to the specific engagement it covers, while these Terms continue to govern all other aspects of the relationship.
The Company reserves the right to modify, suspend, or discontinue any aspect of the Services at any time, with reasonable notice to clients where feasible. The Company also reserves the right to refuse service to any person or entity at its sole discretion, subject to applicable law.
↑ Back to top4. User Responsibilities
As a user of the Site or client of the Services, you agree to the following responsibilities. You shall provide accurate, current, and complete information as requested during the engagement process and shall promptly update such information as necessary to maintain its accuracy. You shall cooperate reasonably with the Company and provide timely access to information, systems, personnel, and facilities reasonably required for the Company to perform the Services.
You shall not use the Site or Services for any unlawful purpose or in violation of any applicable federal, provincial, or local laws or regulations. You shall not attempt to gain unauthorized access to any part of the Site, the server on which the Site is hosted, or any other systems or networks connected to the Site. You shall not engage in any activity that interferes with or disrupts the functioning of the Site or Services, including but not limited to transmitting viruses, malware, or other harmful code.
You are responsible for maintaining the confidentiality of any account credentials or access methods associated with the Services, and you accept full responsibility for all activities that occur under your account. You shall notify the Company immediately of any unauthorized use of your account or any other breach of security.
↑ Back to top5. Intellectual Property
All content on the Site, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, digital downloads, data compilations, software, and the compilation and arrangement thereof, is the exclusive property of Kxc Strategy Corp. or its content suppliers and is protected by Canadian and international copyright, trademark, and other intellectual property laws.
The names KXC Compass and Kxc Strategy Corp., and all associated logos, slogans, and service marks are trademarks of the Company. All other trademarks, product names, and company names or logos appearing on the Site are the property of their respective owners. Nothing in these Terms grants you any right or license to use any trademark or service mark without the prior written consent of the Company or the applicable third-party owner.
With respect to deliverables created in the course of providing Services, ownership of intellectual property rights shall be governed by the terms of the applicable Service Agreement. Unless otherwise agreed in writing, the Company retains ownership of all pre-existing intellectual property, tools, methodologies, frameworks, and know-how used in delivering the Services, while the client retains ownership of its pre-existing materials and receives a perpetual, non-exclusive license to use the deliverables for the intended business purposes.
↑ Back to top6. Client Content and Data
In the course of providing Services, the Company may receive, access, or process data, documents, system specifications, source code, business plans, and other materials provided by or on behalf of the client (Client Content). As between the Company and the client, the client retains all right, title, and interest in and to the Client Content.
The client grants the Company a limited, non-exclusive, royalty-free license to use, reproduce, modify, and process the Client Content solely as necessary to perform the Services and fulfill the Companys obligations under the applicable Service Agreement. This license terminates upon the completion or termination of the Services, subject to the Companys right to retain archival copies for legal and compliance purposes.
The client represents and warrants that it owns or has obtained all necessary rights, licenses, and consents for the Client Content provided to the Company, and that the use of such Client Content by the Company in accordance with these Terms does not infringe or violate the intellectual property rights, privacy rights, or any other rights of any third party.
↑ Back to top7. Confidentiality
Each party (the Receiving Party) acknowledges that in the course of the business relationship, it may receive or have access to confidential information of the other party (the Disclosing Party). Confidential Information means all non-public information, whether written or oral, that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances, including but not limited to trade secrets, business strategies, client lists, pricing information, technical specifications, source code, system architectures, financial data, and any other proprietary information.
The Receiving Party agrees to hold the Disclosing Partys Confidential Information in strict confidence and to use it solely for the purpose of performing its obligations or exercising its rights under these Terms and any applicable Service Agreement. The Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.
The confidentiality obligations in this section do not apply to information that is or becomes publicly known through no fault of the Receiving Party, was already in the Receiving Partys possession without confidentiality restrictions prior to disclosure, is independently developed by the Receiving Party without use of or reference to the Confidential Information, or is required to be disclosed by law, court order, or regulatory authority, provided the Receiving Party gives the Disclosing Party prompt notice and reasonable assistance to seek a protective order.
↑ Back to top8. Fees and Payment
Fees for Services are specified in the applicable Service Agreement, Statement of Work, or proposal accepted by the client. Unless otherwise agreed, fees are quoted and payable in Canadian dollars (CAD). The Company reserves the right to adjust its standard rates and fee structures upon reasonable notice to the client. Any such adjustments shall not affect engagements governed by an existing fixed-price Service Agreement.
Payment terms, including invoicing schedule, payment milestones, and accepted payment methods, are set forth in the applicable Service Agreement. Unless otherwise specified, invoices are payable within thirty calendar days of the invoice date. Late payments may accrue interest at a rate of one and one half percent per month or the maximum rate permitted by applicable law, whichever is lower, calculated from the due date until the date full payment is received.
The client is responsible for all applicable federal, provincial, and local taxes, duties, and levies arising from the provision of Services, excluding taxes based on the Companys net income. If the client is required to withhold any taxes from payments to the Company, the client shall gross up the payment so that the Company receives the full amount it would have received absent such withholding.
↑ Back to top9. Limitation of Liability
To the maximum extent permitted by applicable law, the Company, its affiliates, officers, directors, employees, agents, and subcontractors shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to damages for loss of profits, loss of revenue, loss of data, loss of business opportunity, business interruption, or damage to reputation, whether arising from contract, tort (including negligence), strict liability, or any other legal theory, even if advised of the possibility of such damages.
The Companys total aggregate liability to the client for all claims arising out of or relating to these Terms or the Services, whether in contract, tort, or otherwise, shall not exceed the total fees actually paid by the client to the Company for the specific Services giving rise to the claim during the twelve-month period immediately preceding the event that gave rise to the liability.
The limitations of liability set forth in this section shall apply to the fullest extent permitted by law and shall survive any termination or expiration of these Terms or the clients use of the Site or Services. Some jurisdictions do not allow the exclusion or limitation of certain warranties or the limitation of liability for certain types of damages, so some of the above limitations may not apply to you. In such cases, the Companys liability shall be limited to the minimum extent permitted by applicable law.
↑ Back to top10. Disclaimer of Warranties
The Site and Services are provided on an as is and as available basis, without any representations or warranties of any kind, either express or implied. To the fullest extent permitted by applicable law, the Company expressly disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing, course of performance, or usage of trade.
Without limiting the generality of the foregoing, the Company does not warrant that the Site will be available, uninterrupted, secure, or error-free at all times; that any defects or errors in the Site or Services will be corrected; that the Site or the server that makes it available is free of viruses or other harmful components; or that the results obtained from the use of the Services will be accurate, complete, or reliable.
The Company makes no warranties regarding the accuracy, completeness, or usefulness of any information provided on the Site or in connection with the Services, and the Company expressly disclaims any liability for errors or omissions in such information. The client acknowledges that technology consulting and systems design involve inherent uncertainties and that the Company cannot guarantee specific outcomes or results.
↑ Back to top11. Indemnification
You agree to indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, actions, suits, losses, damages, liabilities, costs, and expenses (including reasonable legal and professional fees) arising out of or relating to your use of the Site or Services; your breach of any provision of these Terms; your violation of any applicable law, regulation, or third-party right, including any intellectual property right or privacy right; or any Client Content you provide that causes harm to the Company or a third party.
The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate fully with the Company in asserting any available defenses. You shall not settle or compromise any claim without the prior written consent of the Company if such settlement or compromise would impose any obligation on the Company or would have any adverse effect on the Companys business or reputation.
↑ Back to top12. Term and Termination
These Terms shall remain in full force and effect while you use the Site or Services. The Company may terminate or suspend your access to the Site or Services at any time, with or without cause, and with or without notice, effective immediately. All provisions of these Terms that by their nature should survive termination shall survive termination, including but not limited to provisions regarding intellectual property, confidentiality, limitation of liability, disclaimer of warranties, indemnification, and governing law.
You may terminate your relationship with the Company by ceasing all use of the Site and Services and notifying the Company in writing of your intention to terminate any active Service Agreements, subject to the termination provisions contained in those agreements.
Upon termination, all rights and licenses granted to you under these Terms shall immediately cease, and you shall promptly return or destroy all Confidential Information of the Company in your possession or control. Any termination of these Terms does not relieve you of any obligation to pay fees that have accrued or become payable prior to the effective date of termination.
↑ Back to top13. Third-Party Links and Services
The Site may contain links to third-party websites, applications, or services that are not owned or controlled by the Company. The Company has no control over and assumes no responsibility for the content, privacy policies, terms of service, or practices of any third-party websites or services. You acknowledge and agree that the Company shall not be held responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third-party content, goods, or services.
The inclusion of any third-party link on the Site does not imply endorsement by the Company of the linked website or its operator. You access and use third-party websites and services at your own risk and are strongly advised to review the terms and privacy policies of any third-party site before engaging with it.
↑ Back to top14. Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to these Terms, the Site, or the Services, including any question regarding the existence, validity, interpretation, breach, or termination of these Terms, shall first be attempted to be resolved through informal negotiations between the parties. The party raising the dispute shall provide written notice to the other party describing the nature of the dispute and the desired resolution.
If the dispute cannot be resolved through informal negotiations within thirty calendar days of the initial notice, either party may refer the dispute to mediation. The mediation shall be conducted in Toronto, Ontario, Canada, by a mediator mutually agreed upon by the parties. Each party shall bear its own costs of mediation, and the parties shall share equally the fees and expenses of the mediator.
If mediation is unsuccessful, the dispute shall be resolved by binding arbitration administered in accordance with the Arbitration Act, 1991 (Ontario), or such other arbitration rules as the parties may agree upon in writing. The arbitration shall be conducted in the English language, and the seat of arbitration shall be Toronto, Ontario, Canada. The arbitrators award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to protect its intellectual property rights or to prevent imminent and irreparable harm, without the need to first follow the dispute resolution procedures described in this section.
↑ Back to top15. Governing Law
These Terms and any disputes arising out of or related to the Site or Services shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without giving effect to any conflict of laws principles that would result in the application of the laws of any other jurisdiction.
Subject to the dispute resolution provisions set forth in Section 14, the parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in Toronto, for any legal proceedings arising out of or relating to these Terms, and each party irrevocably waives any objection to venue in such courts on the grounds of inconvenient forum.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms or to any transactions conducted through the Site or Services.
↑ Back to top16. Changes to These Terms
The Company reserves the right, at its sole discretion, to modify, amend, or replace these Terms at any time. When material changes are made, we will post the updated Terms on the Site with a revised Last Updated date. In some cases, we may provide additional notice, such as a banner on the Site or an email notification to registered users.
Your continued use of the Site or Services after the effective date of any revised Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must cease using the Site and Services. The Company recommends that you review these Terms each time you visit the Site or engage the Services to ensure you are aware of the current terms governing your relationship with the Company.
↑ Back to top17. Contact Information
If you have any questions, comments, or concerns regarding these Terms of Service, or if you need to provide any legal notice to the Company, please contact us using the information below. All formal notices under these Terms must be provided in writing and delivered in person, by certified mail, or by email with confirmed receipt.
Kxc Strategy Corp.
576 Front St W
TORONTO - M5V 0P8
Canada (CA)
Email: contact@kxccompass.autos
Phone: +1 (559) 616-7749
Website: https://www.kxccompass.autos
We value your feedback and strive to address all inquiries within two business days. For service-specific inquiries, please reference any applicable project or agreement identifier in your communication to help us route your inquiry efficiently.
↑ Back to top